TGB Banquets & Hotels Ltd Directors Report.

To,

The Members,

Your directors have pleasure in presenting their 20th Annual Report with the Audited Financial Statements for the financial year ended March 31, 2019.

FINANCIAL RESULTS

The financial performance of the Company for the year ended on March 31, 2019 is summarized below:

(*Rs* in Lakhs)

Particulars Year ended 31st March, 2019 Year ended 31st March, 2018
Revenue from Operation 7,975.49 11,873.75
Other Income 143.68 448.89
Total Revenue 8,119.17 12,322.64
Less : Total Expenditure 12,729.57 14,967.32
Profit from Operations before Exceptional Items and Tax (4,610.40) (2,644.68)
Add : Exceptional Items - 1,370.14
Profit before tax (4,610.40) (1,274.54)
Less : Provision for taxation (540.36) -
Less : Deferred tax Liability (273.85) 1,328.80
Profit after tax (5,424.62) 54.26
Other Comprehensive Income - -
Items that will not be reclassified to P & L : Re-measurement of defined benefits plans (net of tax) 32.93 29.65
Total Comprehensive Income (5,391.69) 83.91

* Previous year figures have been regrouped & rearranged wherever consider necessary.

REVIEW OF OPERATIONS

During the financial year 2018-19, your company booked total revenue of 8,119.17 Lakh as compared to 12,322.64 Lakhs in financial year 2017-18. This year, your company booked operating profit of (4,610.40) Lakhs as compared to (1,274.53) Lakhs in the previous financial year.

DIVIDEND

Looking to the requirement of the funds for internal growth of the Company, the Board of Directors of the Company have decided not to recommend any dividend for the year ended on March 31, 2019.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year under review as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is included in this report as Annexure-"A".

PERFORMANCE OF SUBSIDARY COMPANY

Lov Kush Properties Private Limited, Wholly Owned Subsidiary Company of the Company has not commenced any business operations during the financial year 2018-19. The performance and financial position of the subsidiary are given in Form AOC-1 attached to the Financial Statements for the year ended March 31, 2019.

CONSOLIDATED FINANCIAL STATEMENTS

The accounts of the Lov Kush Properties Private Limited are consolidated with the accounts of the Company in accordance with the provisions of Indian Accounting Standards (Ind- AS) - 110 on consolidated financial statement issued by the Institute of Chartered Accountants of India, Companies Act, 2013 read with Schedule III of the Companies Act, 2013 and rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements are provided in this Annual Report.

The annual financial statements of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time. The consolidated financial results reflect the operations of subsidiary Company Lov Kush Properties Pvt. Ltd. The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1) (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy, as approved by the Board, is uploaded on the Companys website at http://www.thegrandbhagwati.com/investors.php.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company during the financial year 2018-19 with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company has entered into related parties transactions with TGB Bakers and Confectioners Private Limited for 160.80 Lakhs. Which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: http://www.thegrandbhagwati.com/assets/investors/uploads/ Related_Party_Transaction_Policy.pdf.

Disclosures on related party transactions are set out in note no. 37 to the financial statements.

DEPOSIT

During the year under review the Company have not accepted and renewed any deposit from Public within the meaning of Section 73 and 76 of the Companies Act, 2013. As on March 31, 2019, the Company has no unpaid deposits.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, 2013 have been provided in the notes to the standalone financial statements.

TRANSFER TO RESERVES

During the financial year under review, the Board has not proposed to transfer any amount to Reserves.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

pursuant to provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or reenactment thereof for the time being in force), approval for sell, lease, transfer or disposal of the whole or substantially the whole of the undertaking of the company situated at Ahmedabad, regarding which approval of shareholders was obtained by passing an Special Resolution through Postal Ballot pursuant to Section 180(1)(a) of the Companies Act, 2013 completed on Monday, 29th July, 2019.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial positions of the Company which have been occurred during the financial Year ended on March 31, 2019.

COMPLAINCE WITH THE SECRETARIAL STANDARD

The Company has complied with all the provisions of Secretarial Standards (SS) on the Board Meeting and General Meetings issued by the Institute of Company Secretaries of India.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has appropriate internal control systems for business processes with regard to its opera tions, financial reporting and compliance with applicable laws and regulations. It has documented policies and procedures covering financial and operating functions and processes. These policies and procedures are updated from time to time a nd compliance is monitored by the internal audit function as per the audit plan. The Company continues its efforts to align all its processes and controls with best practices. Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Boards Report.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

1. CHANGES IN THE COMPOSITION OF BOARD OF DIRECTOR

The composition of the board of directors of the Company is in compliance with the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 prescribed by the stock exchanges and in accordance with good corporate governance practices. The composition is described in the Corporate Governance Report attached with this Annual Report.

Mr. Balveermal Singhvi, Independent Director has been tendered his resignation with effect from May 10, 2018, in place of Mr.

Balveermal Singhvi (DIN: 05321014), the Board has appointed Mr. Shilam Vora (DIN: 08285124) as an Additional Director of the Company w.e.f November 26, 2018.

2. INDEPENDENT DIRECTORS

The Independent Directors have submitted their declarations of independence as required pursuant to the Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

The company proposes to appoint Mr. Shilam Vora (DIN: 08285124) as Independent Director of the company, who was appointed as an Additional Director, designated as Non-executive Independent Director of the Company by the Board of Directors with effect from November 26, 2018.

Ms. Anjali Tolani, (DIN: 06958982) Independent Director of the Company has been completed her first term on the Board. The company received the recommendation from the Nomination and Remuneration committee for the appointment of Ms. Anjali Tolani, (DIN: 06958982) for the second term of 5 years Starting from October 01, 2019.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

3. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Hemant G. Somani (DIN: 00515853) will retire by rotation at the 20th Annual General Meeting and being eligible, offer himself for re-appointment.

The board recommends his appointment.

4. RE-APPOINTMENTS/APPROVALS FOR EXECUTIVE DIRECTORS

Mr. Hemant G. Somani (DIN: 00515853) was re-appointed as Whole time Director, designated as Executive Director of the Company, who is to retire by rotation at the 20th Annual General Meeting and being eligible, offers himself for re-appointment. The board recommends his appointment.

Mr. Narendra G. Somani (DIN: 00054229), who was appointed as Managing Director of the Company by the members on September 30, 2016 for a period of three (3) years from the October 01, 2016, the present term of Mr. Narendra G. Somani is ending on September 30, 2019. Pursuant to recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors of the Company passed a resolution on August 14, 2019 approving re-appointment of Mr. Narendra G. Somani as Managing Director (DIN: 00054229) designated as Whole-time Director for a further period of three (3) years commencing from October 01, 2019 to September 30, 2022 which is subject to the approval of the members of the Company.

5. CHANGES IN OTHER KEY MANAGERIAL PERSONNEL

Mr. Ashish Thakkar who was appointed as Chief Financial Officer of the Company from May 12, 2018 and there was no other cessation or appointment of key managerial personnel during the financial year 2018-19.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March, 2019 are:

Mr. Narendra Somani, Chairman and Managing Director, Ms. Priyanka Gola, Company Secretary and Compliance Officer and Mr. Ashish Thakkar, Chief Financial Officer of the Company.

6. PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT

As required under Regulation 36 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Particulars of the Director retiring by rotation and seeking appointment / re-appointment at the ensuing Annual General Meeting is annexed to the notice convening 20th Annual General Meeting.

PERFORMANCE EVALUATION CRITERIA FOR DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Nomination and Remuneration Committee has carried out an annual performance evaluation of the Board as well as the working of its Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee has also reviewed the performance of the Board, its Committees and of the Directors.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company and Whole time Directors was evaluated.

INDEPENDENT DIRECTORS DECLARATION

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (the Act) and the Listing Regulations.

AUDIT COMMITTEE

Details pertaining to composition of the Audit Committee are included in the Report on Corporate Gov ernance. All the recommendations made by the Audit Committee were accepted by the Board. There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review

BOARD AND COMMITTEE MEETINGS

During the year, Six Board and Six Audit Committee Meetings were convened and held on 03.04.2018, 12.05.2018, 29.05.2018, 11.08.2018, 14.11.2018, 12.02.2019. The details of which are provided in the Corporate Governance Report, forming part of the Directors Report. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors as required under the Schedule IV of the Companies Act, 2013 was held on August 11, 2018, without presence of Executive Directors. Such meeting was conducted to review and evaluate (a) the performance of Non-Independent Directors and the Board as a whole, (b) the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and (c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with the per formance of Non-Independent Directors and the Board as a whole and the Chairman of the Independent Directors meeting briefed the outcome of the meeting to the Chairman of the Board. The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 134 (5) of the Companies Act, 2013, the directors confirm that:

a ) in the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e ) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

STATUTORY AUDITOR(S)

Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, M/s Suresh R. Shah & Associates, Chartered Accountants (Firm Registration No: 110691W) was appointed as the statutory auditors of the Company to hold office for a period of five consecutive years from the conclusion of the 19th AGM of the Company held on September 28, 2018, till the conclusion of the 24th AGM to be held in the year 2023. The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under Companies Act, 2013, Code of ethics issued by Institute of Chartered Accountants of India.

Auditors Report

The Statutory Auditors have issued unmodified opinion in their Consolidated and Standalone Auditors Report for the financial year ended 31st March, 2019 and there are no qualifications, reservations or adverse remarks in the Auditors Report.

INTERNAL AUDITORS

The Board of Directors of the Company have appointed M/s. Dhirajlal Shah & Associates, Chartered Accountants, Ahmedabad, as an Internal Auditors to conduct Internal Audit of the Company for the Financial Year 2018-19 and the Internal Auditors have presented the observations to the Audit Committee at their meeting held on quarterly basis.

SECRETARIAL AUDITOR(S)

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of its Board, appointed M/s. Umesh Ved & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2019.

The Secretarial Audit Report is annexed herewith as Annexure- "B". The report of the Secretarial Auditor is self explanatory.

The Secretarial Audit Report contains some qualifications, reservation or adverse remarks which are follows:

1. As per regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and as per Section 149 of the Companies Act, 2013 Composition of the Board of Director was not proper as the Independent Director was not appointed within statutory time frame.

The Composition of Board was not proper due to resignation of Mr. Balveermal Singhvi (DIN: 05321014) who have resigned on 10th May, 2018, and company was unable to find the suitable candidate for the post of Independent Director due to short time period provided in the provisions for such appointment. The company has also short listed couple of people, to be appointed as Independent Directors. However due diligence was taken a bit long time and the Nomination and Remuneration committee has recommended to Mr. Shilam Vora (DIN: 08285124) for such vacancy and the Company approved his appointment on 26th November, 2018 as an additional director designated as Independent Director. For which non compliance, the Stock Exchanges has imposed the penalty as per SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2018/ 77 dated 03rd May, 2018.

2. The board clarified that the Composition of Audit committee was not as per Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and as per Section 177 of the Companies Act, 2013 due to resignation of Mr. Balveermal Singhvi (DIN: 05321014) from the directorship of the Board and various committee formatted by the Board of which he was the member or chairman. Hence Audit Committee composition was not proper during that time period.

3. Further Statutory Auditors remarks on the non compliance of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as the Company received the Mail from the Stock Exchanges regarding the Non filing of Consolidated Audit Reports on the Audited Financial Statements for the quarter and Year ended 31st March, 2018. Pursuant to Regulation 33 and 52 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the company have filed Outcome of Board Meeting of 29th May, 2018 along with Standalone and Consolidated Audit Financial Result, Standalone Auditors Report and Declaration pursuant to Regulation 33(3) (d) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 on and around 09:08 P.M. meeting concluded on 29th May, 2018 at 09:00 P.M. While scanning the document, the Consolidated Auditors Report along with Outcome and Financial Result for the Quarter and Year ended on 31st March, 2018 was skipped to be attached. The same was unintentional and was the result of stretched Board Meeting. The concerned official after uploading the results both standalone and consolidated Auditors Report skipped attaching the page of consolidated Auditors Report. The Board stated that mere non submission of the page of Consolidated Auditors Report be not treated as Non-Submission of Financial Results under Regulation 33 of the SEBI (LODR) Regulations, 2015 for March, 2018.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS

There were no instances of non-compliance by the company and no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. A separate section on detailed report on the Corporate Governance practices followed by the Company along with a certificate from M/s. Umesh Ved & Associates, Company Secretaries, Ahmedabad confirming the compliance is part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

Corporate Social Responsibility (CSR) is an integral part of our Sustainability Model. Your Company strongly believes in "what comes from the community should go back many times". One of the key features of our CSR projects is focus on participatory and collaborative approach with the community. The model primarily covers Social and Environment aspects.

The Board of Directors of the Company has constituted a Corporate Social Responsibility [CSR] Committee under the

Chairmanship of Mr. Narendra G. Somani (DIN: 00054229). Other members of the Committee are Mr. Hemant G. Somani (DIN: 000515853) and Mr. Mahendra kumar Bhandari (DIN: 03035629). CSR Committee has recommended to the Board, a CSR Policy, indicating the activities to be undertaken by the Company, which is approved by the Board. The CSR Policy is posted on the website of the Company at http://thegrandbhagwati.com/uploads/policies/corporate_social_responsibility_policy.pdf.

As part of its initiatives under Corporate Social Responsibility [CSR], the Company has contributed for education and eradicating poverty and malnutrition for the year under review. Other details of the CSR activities as required under Section 135 of the Act are given in the CSR Report at Annexure-"C".

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES

POLICIES UNDER COMPANIES ACT, 2013/SEBI (LODR) REGULATIONS

I. Code of Conduct and Vigil Mechanism/Whistle Blower Policy

The Company has in place a mechanism for employees for reporting genuine concerns from reprisal and victimization. During the year under review, the Company has amended Code of Conduct and Vigil Mechanism/Whistle Blower Policy which has been disseminated to all the Directors, Officers, Employees and Associates and they are free to report undesirable practices, events, violations/suspected violations of the TGB Code in terms of the policy. The policy is also available in the Investor Relations section at the Companys website www.tgbhotels.com During the year under review, no concerns have been received by the Company from any of the Directors, Officers, Employees and Associates pertaining to the Code and Vigil Mechanism.

Vigil Mechanism/Whistle Blower Policy is disclosed on the website of the Company at http://thegrandbhagwati.com/uploads/ policies/whistle_blower_policy.pdf

II. Nomination and Remuneration Policy

The Company has in place the Nomination & Remuneration Policy which lays down the criteria for appointment, evaluation of performance of Directors and remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees and there has been no change in the policy since the last Financial Year. During the year under review, the Company has taken necessary approval/recommendation, wherever required, from Nomination and Remuneration Committee in terms of the policy. Nomination and Remuneration Policy is disclosed on the website of the Company at http:// thegrandbhagwati.com/uploads/policies/remuneration_policy.pdf

INFORMATION TO BE FURNISHED UNDER RULE 5(1) OF COMPANEIS (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosure of information under Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Directors Report is annexed to this Report.

STATEMENT UNDER RULE 5(2) of COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There are no employees drawing remuneration of more than 48 lakhs annually or drawing remuneration of 4 lakhs per month if employed part of the year as required under Rule 5(2) of the Companies (Appointment and Rem uneration of Managerial Personnel) Rules 2014.

III. UNPUBLISHED PRICE SENSITIVE INFORMATION POLICY

The Company has established Unpublished Price Sensitive Information policy (UPSI) framed by the Board of Directors of the Company pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 , the amendment in the Regulations, in 2018 and is part of "TGB Code of Corporate Disclosure Practices. The Policy shall be reviewed periodically in accordance with review of internal control and check as well as changes or any regulatory requirements from time to time. In the events of inconsistency of this Policy with any legal provisions, the provisions of the law shall override this Policy. Unpublished Price Sensitive Information policy (UPSI) is disclosed on the website of the Company at http://thegrandbhagwati.com/uploads/policies/ tgb_policy_on_determination_of_legitimate_purpose.pdf.

IV. Corporate Social Responsibility ("CSR") Policy

The Company has in place CSR policy, formulated in terms of provisions of Section 135(4) of the Act read with Rule 6 of the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available in the Investor Relations section at the Companys website www.tgbhotels.com . Annual Report on CSR Activities for the Financial Year 2019 as required under Section 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with Rule 9 of the Companies (Accounts) Rules, 2014 is attached as Annexure-C to this Report.

Corporate Social Responsibility ("CSR") Policy is disclosed on the website of the Company at http://thegrandbhagwati.com/ uploads/policies/corporate_social_responsibility_policy.pdf

V. TGB BUSINESS CONDUCT POLICY

The Company has framed "TGB Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner.

VI. BUSINESS RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if tr iggered. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report

VIII. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has a policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The said policy is in line with relevant Act passed by the Parliament in 2013. The Company, through the policy ensures that all such complaints are resolved within defined timelines. During the year, no cases were reported to the Company. Sexual Harassment Policy is disclosed on the website of the Company at http://thegrandbhagwati.com/uploads/ policies/sexual_harassment_policy.pdf

DETAILS OF THE NODAL OFFICER

Ms. Priyanka K. Gola, Company Secretary of the company appointed by the board as nodal officer under the provisions of IEPF and the web address on which the said details are available as follows http://thegrandbhagwati.com/uploads/ Nodal_Officer.pdf?v=1.1

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-"D".

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, the Extract of Annual Return in Form MGT-9 is attached as Annexure-"E" and it is part of directors report. The Company has also placed a copy of Annual Return of the Company on its website at http:/ /thegrandbhagwati.com/investors.php

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, a s required to be disclosed under Section 134[3][m] of the Act read with the Companies [Accounts] Rules, 2014, are provided in the Annexure-"F" and forms part of this Report.

ACKNOWLEDGMENTS

TGB Banquets and Hotels Limited are grateful to the Financial Institutions, Banks, and Government Authorities for their continued cooperation, support and guidance. The Company would like to take this opportunity to express sincere thanks to its valued customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees, whose outstanding professionalism, commitment and initiative have made the organizations growth and success possible and continue to drive its progress. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

For and on behalf of the Board

Place : Ahmedabad Narendra G. Somani Date : 14th August, 2019 (DIN : 00054229) Chairman & Managing Director